Exhibit 10.1


 


STOCK OPTION AWARD AGREEMENT


Standard
Terms And Conditions


 


Fossil, Inc., a Delaware corporation (the “Company”) has adopted
the Fossil, Inc. 2008 Long-Term Incentive Plan (the “Long-Term Incentive
Plan”) effective as of the Effective Date (as defined in the Long-Term
Incentive Plan) with the objective of retaining key executives and other
selected employees and of rewarding them for making major contributions to the
success of the Company and its Subsidiaries (as defined in the Long-Term Incentive
Plan).


 


The Long-Term Incentive Plan provides that an employee of the Company
or its Subsidiaries (the “Optionee”) may be granted an Award (as defined in the
Long-Term Incentive Plan), which may consist of right to purchase a specified
number of shares of common stock, par value $.01 per share (“Common Stock”), of
the Company at a specified price, including rights in the form of nonqualified
stock options.


 


In consideration of the premises, the terms and conditions set forth
herein, the terms of the Stock Option Award Letter Agreement (the “Award Letter”)
between the Company and Optionee,  the
mutual benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.   Grant of Award; Nonqualified
Stock Options.  Subject to the
terms and conditions set forth herein, the Company hereby grants to the
Optionee an Award consisting of options (the “Options”) to purchase an
aggregate of up to but not exceeding the number of shares of Common Stock (the “Option
Shares”) from the Company and at a price per share as set forth in the Award
Letter (which is equal to or greater than the fair market value of the Common
Stock on the date of grant of the Options), such number of shares and such
price per share being subject to adjustment from time to time as provided in Articles
12-14 of the Long-Term Incentive Plan. 
The Options are intended to be comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) and the
regulations and other guidance issued thereunder, so that the Options shall be
exempt from such requirements and this Agreement shall be interpreted to give
effect to such intention; provided, however, that nothing contained herein
shall be construed as a representation, guarantee or other undertaking on the
part of the Company that the Options are or will be found to be exempt from and
not subject to the requirements of Section 409A or any other regulations
or guidance issued thereunder.  The
Options shall not be treated as “incentive stock options” under Section 422
of the Code.


 


The grant of this Award to the Optionee shall not confer any right to
such Optionee (or any other Optionee) to be granted any Option or Award in the
future under the Long-Term Incentive Plan, even if options have been granted in
the past.


 


2.   Option Period and Vesting.  The Options granted pursuant to this agreement
(the “Agreement”) may be exercised by the Optionee at any time during the ten-year
period beginning on the Grant Date specified in the Award Letter (“Option
Period”), subject to the limitation that such Options shall vest and become
exercisable in accordance with the Vesting Schedule set forth in the Award
Letter (it being understood that the right to purchase the Option Shares shall
be cumulative, so that the Optionee may purchase on or after any anniversary
and during the remainder of the Option Period that number of Option Shares
which the Optionee was entitled to purchase but did not purchase during any
preceding period or periods).


 


Notwithstanding
the Vesting Schedule set forth in the Award Letter: (i) the Committee may
in its discretion at any time accelerate the vesting of the Options; and (ii) all
of the Options granted hereunder shall vest upon a Change in Control of the
Company.


 


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3.   Method of Exercise.  The Options granted pursuant to this
Agreement may be exercised by the Optionee by giving written notice of exercise
to the Secretary of the Company, which notice shall (i) state the number
of Option Shares with respect to which such Options are being exercised and (ii) be
accompanied by a check, cash or money order payable to the Company in the full
amount of the exercise price for such Options or, at the option of the Company,
by means of a cashless exercise procedure through the use of a brokerage
arrangement approved by the Company (or any combination of cash, check, money
order or cashless exercise procedure). 
Any shares of Common Stock delivered in satisfaction of all or a portion
of the exercise price shall be appropriately endorsed for transfer to the
Company or shall be accompanied by appropriate stock powers duly executed for
transfer to the Company.  As promptly as
practicable following the receipt of such written notification and payment, the
Company shall electronically register one share of Common Stock in the Optionee’s
name for each Option Share with respect to which the Options have been
exercised.


 


4.   Termination in Event of
Nonemployment.  In the event
that the Optionee ceases to be employed by the Company or any of its
Subsidiaries during the Option Period for any reason other than death, the
Options granted pursuant to this Agreement shall terminate, except to the
extent that they are exercisable on the date the Optionee ceases to be so
employed.  To the extent that such
Options are exercisable on the date that the Optionee ceases to be employed by
the Company or any of its Subsidiaries for any reason other than death, such
Options may be exercised by the Optionee during the three-month period
beginning on such date but shall terminate and be of no further force or effect
at the end of such period.


 


5.   Acceleration in Event of
Death.  In the event that the
Optionee ceases to be employed by the Company or any of its Subsidiaries during
the Option Period by reason of death at a time when the Options granted
pursuant hereto are still in force and unexpired, such unmatured Options shall
be accelerated.  Such acceleration shall
be effective as of the date of death of the Optionee, and each Option so
accelerated may be exercised by the person or persons to whom the Optionee’s
rights shall pass pursuant to Section 16.7 of the Long-Term Incentive Plan
during the 12-month period beginning on such date but shall terminate at the
end of such period.


 


6.   Assignability.  The Options granted pursuant hereto shall not
be assignable or transferable by the Optionee other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by Code or Title I of the Employee Retirement Income Security Act of
1974, as amended.  Any attempt to do so
contrary to the provisions hereof shall be null and void.   No
assignment of the Options herein granted shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and a
copy of such documents and evidence as the Company may deem necessary to
establish the validity of the assignment and the acceptance by the assignee or
assignees of the terms and conditions hereof.


 


7.   No Stockholder Rights and
No Stock Certificates.  The
Optionee shall have no rights as a stockholder of the Company with respect to
the Option Shares unless and until such Option Shares shall have been
electronically registered by the Company in the Optionee’s name.  Until such time, the Optionee shall not be
entitled to dividends or distributions in respect of any Option Shares or to
vote such shares on any matter submitted to the stockholders of the
Company.  In addition, except as to
adjustments that may from time to time be made by the Committee in accordance
with the Long-Term Incentive Plan, no adjustment shall be made or required to be
made in respect of dividends (ordinary or extraordinary, whether in cash,
securities or any other property) or distributions paid or made by the Company
or any other rights granted in respect of any Option Shares for which the
record date for such payment, distribution or grant is prior to the date upon
which such Option Shares shall have been electronically registered by the
Company in the Optionee’s name.


 


No stock
certificate or certificates shall be issued with respect to any Option Shares
unless, the Optionee requests delivery of the certificate or certificates by
submitting a written request to the General Counsel  requesting
deliver of the certificates.  The Company
shall deliver the certificates requested by the 


 


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Optionee to the Optionee as soon as administratively practicable
following the Company’s receipt of such request.


 


8.   Administration.  The Committee shall
have the power to interpret the Long-Term Incentive Plan, the Notice of Grant
and this Award, and to adopt such rules for the administration,
interpretation, and application of the Long-Term Incentive Plan as are
consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Optionee, the Company, and all other interested persons.  No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Long-Term Incentive Plan or this Award.


 


9.   Tax Withholding.  The Company may make such provision as it may
deem appropriate for the withholding of any taxes that it determines is
required in connection with the Options granted pursuant to this Agreement.  However, the Optionee may pay all or any
portion of the taxes required to be withheld by the Company or paid by the
Optionee in connection with the exercise of all or any portion of such Options
by electing to have the Company withhold a portion of the Option Shares or by
delivering shares of Common Stock theretofore owned by the Optionee having a
Fair Market Value on the date of exercise, as determined in accordance with Section 2.17
of the Long-Term Incentive Plan, equal to the amount required to be withheld or
paid.  The Optionee must make the
foregoing election on or before the date upon which the amount of the taxes to
be withheld is determined. If the Optionee is subject to the short-swing
profits recapture provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), any such election shall
be subject to such additional restrictions as may be imposed by the Committee
to ensure that the satisfaction of withholding requirements by the withholding
of a portion of the Option Shares or by delivery of shares of Common Stock
theretofore owned by the Optionee shall be exempt from the short-swing profits
recapture provisions of Section 16(b) of the Exchange Act.


 


10.   Restrictions and Related
Representations. Upon the acquisition of any Option Shares pursuant
to the exercise of the Options granted pursuant hereto, the Optionee may be
required to enter into such written representations, warranties and agreements
as the Company may reasonably request in order to comply with applicable
securities laws, the Long-Term Incentive Plan or with this Agreement.  In addition, to the extent a certificate or
certificates representing any Option Shares purchased upon the exercise of the
Options are issued, the certificate or certificates will be stamped or
otherwise imprinted with a legend in such form as the Company may require with
respect to any applicable restrictions on sale or transfer, and the stock
transfer records of the Company will reflect stop-transfer instructions, as appropriate,
with respect to such shares.


 


11.   Notices and Electronic
Delivery.  Unless otherwise
provided herein, any notice or other communication hereunder shall be in
writing and shall be given by registered or certified mail unless the Company,
in its sole discretion, decides to deliver any documents relating to the Option
or future options that may be granted under the Long-Term Incentive Plan by
electronic means to request Optionee’s consent to participate in the Long-Term
Incentive Plan by electronic means. 
Optionee hereby consents to receive such documents by electronic
delivery and, if requested, to agree to participate in the Long-Term Incentive
Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.  All notices of the exercise by the Optionee
of the Options granted pursuant hereto shall be directed to Fossil, Inc.,
Attention: Secretary, at the Company’s then current address unless the Company,
in writing or electronically, directs Optionee otherwise.  Any notice given by the Company to the
Optionee directed to him at his address on file with the Company, and shall be
effective to bind any other person who shall acquire rights hereunder.  The Company shall be under no obligation
whatsoever to advise or notify the Optionee of the existence, maturity or
termination of any rights hereunder and the Optionee shall be deemed to have
familiarized himself with all matters contained herein and in the Long-Term
Incentive Plan which may affect any of the Optionee’s rights or privileges
hereunder.


 


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12.   Scope of
Certain Terms.  Whenever the
term “Optionee” is used herein under circumstances applicable to any other
person or persons to whom this award may be assigned in accordance with the
provisions of Paragraph 6 of this Agreement, the term “Optionee” shall be
deemed to include such person or persons. 
The term “Long-Term Incentive Plan” as used herein shall be deemed to
include the Long-Term Incentive Plan and any subsequent amendments thereto,
together with any administrative interpretations which have been adopted
thereunder by the Committee pursuant to Section 3.3 of the Long-Term
Incentive Plan.


 


13.   General Restrictions.  This Award is subject to the requirement
that, if at any time the Committee shall determine that (a) the listing,
registration or qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal law; (b) the
consent or approval of any government regulatory body; or (c) an agreement
by the recipient of an Award with respect to the disposition of shares of
Common Stock, is necessary or desirable (in connection with any requirement or
interpretation of any federal or state securities law, rule or regulation)
as a condition of, or in connection with, the granting of such Award or the
issuance, purchase or delivery of shares of Common Stock thereunder, such Award
may not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.


 


14.   Adjustments for Changes in
Capitalization.  In the event
of any stock dividends, stock splits, recapitalizations, combinations,
exchanges of shares, mergers, consolidations, liquidations, split-ups,
split-offs, spin-offs or other similar changes in capitalization, or any
distributions to stockholders, including a rights offering, other than regular
cash dividends, changes in the outstanding stock of the Company by reason of
any increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any similar capital adjustment
or the payment of any stock dividend, any share repurchase at a price in excess
of the market price of the Common Stock at the time such repurchase is
announced or other increase or decrease in the number of such shares, the
Committee shall make appropriate adjustment in the number and kind of shares
authorized by the Long-Term Incentive Plan, in the number, price or kind of
shares covered by the Awards and in any outstanding Awards under the Long-Term
Incentive Plan.  In the event of any
adjustment in the number of shares covered by any Award, any fractional shares
resulting from such adjustment shall be disregarded and each such Award shall
cover only the number of full shares resulting from such adjustment.


 


15.   Precondition of Legality.  Notwithstanding anything to the contrary
contained herein, the Optionee agrees that he will not exercise the Options
granted pursuant hereto, and that the Company will not be obligated to issue
any Option Shares pursuant to this Agreement, if the exercise of the Options or
the issuance of such shares would constitute a violation by the Optionee or by
the Company of any provision of any law or regulation of any governmental
authority or any national securities exchange or transaction quotation system.


 


16.   Governing
Law.  The Option grant and the
provisions of this Agreement are governed by, and subject to, the laws of the
State of Delaware, as provided in the Long-Term Incentive Plan.


 


17.   No Right of Employment.
Neither the granting of this Option, the exercise of any part hereof, nor any
provision of the Long-Term Incentive Plan or this Award shall constitute or be
evidence of any understanding, express or implied, on the part of the Company
or any Subsidiary to employ the Optionee for any specified period.


 


18.   Amendment.  This Award may be amended only by a writing
executed by the Company and the Optionee which specifically states that it is
amending this Award.  Notwithstanding the
foregoing, this Award may be amended solely by the Committee by a writing which
specifically states that it is amending this Award, so long as a copy of such
amendment is delivered to the Optionee, and provided that no such amendment 


 


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adversely
affecting the rights of the Optionee hereunder may be made without the Optionee’s
written consent.  Without limiting the
foregoing, the Committee reserves the right to change, by written notice to the
Optionee, the provisions of the Option or this Award in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to
Option which are then subject to restrictions as provided herein.


 


19.   Incorporation of the Long-Term
Incentive Plan. This Agreement is subject to the Long-Term Incentive
Plan, a copy of which has been furnished to the Optionee and for which the
Optionee acknowledges receipt.  The terms
and provisions of the Long-Term Incentive Plan are incorporated by reference
herein. In the event of a conflict between any term or provision contained here
in and a term or provision of the Long-Term Incentive Plan, the applicable
terms and provisions of the Long-Term Incentive Plan shall govern and prevail.


 


20.   Severability.  If one or more of the provisions of this
Award shall be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and the invalid, illegal or
unenforceable provisions shall be deemed null and void; however, to the extent
permissible by law, any provisions which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this Award
to be construed so as to first the intent of this Award and the Long-Term
Incentive Plan.


 


21.   Construction.  The
Option is being granted pursuant to Article 6 of the Long-Term Incentive
Plan and are subject to the terms of the Long-Term Incentive Plan.  A copy of the Long-Term Incentive Plan has
been given to the Optionee, and additional copies of the Long-Term Incentive
Plan are available upon request during normal business hours at the principal
executive offices of the Company.  To the
extent that any provision of this Award violates or is inconsistent with an
express provision of the Long-Term Incentive Plan, the Long-Term Incentive Plan
provision shall govern and any inconsistent provision in this Award shall be of
no force or effect.


 


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